Overview Of Notifications And Approvals Required In Respect Of The Change Of Control Of Jersey Entities
The current global market turmoil has resulted in the announcement of a number of mergers, acquisitions and nationalisations of financial institutions throughout the world.
Jersey
Corporate/Commercial Law
Briefing
The current global market turmoil has resulted in the
announcement of a number of mergers, acquisitions and
nationalisations of financial institutions throughout the world.
The purpose of this chart is to provide a high level summary of the
notifications and approvals that may need to be made in Jersey
where such a transaction results in a change of control of a
company, or branch, established in Jersey.
Regime/Type of Entity
|
Approval/ Notification
|
Responsible Party
|
Form
|
Admin Fees
|
Timetable for Regulatory Consent
|
Failure to Comply
|
Jersey incorporated/ registered entity
|
Pre-acquisition approval may be required as a condition of the
consent issued to the entity
|
Jersey incorporated/ registered entity
|
No standard form. Generally short-form letter prepared by Jersey
counsel
|
No
|
No statutory timetable.Generally 1 to 2 weeks
|
Imprisonment and/or fine
|
Jersey presence/ employees
|
Pre-acquisition approval may be required as a condition of
licence issued to the business
|
Holder of licence
|
No standard form. Generally short-form letter prepared by Jersey
counsel
|
No
|
No statutory timetable. Generally 1 to 2 weeks
|
Revocation of licence. Imprisonment and/or fine
|
Entity which is registered by JFSC1 to conduct
"regulated business"2
|
Various preacquisition approvals and notifications and
postcompletion notifications triggered by crossing of shareholding
or control thresholds
|
Possibly both acquiring entity and target entity which is JFSC
registered
|
No standard form. Generally short-form letter prepared by Jersey
counsel. Preand post-acquisition structure charts and recent annual
reports often appended
|
No
|
No statutory timetable. Generally 1 to 2 weeks
|
Imprisonment and/or fine
|
Entity which is registered with JFSC for anti-money laundering
purposes
|
Post-acquisition notifications triggered by crossing of
shareholding thresholds
|
Entity which is registered with JFSC for anti-money laundering
purposes
|
No standard form. Generally short-form letter prepared by Jersey
counsel. Structure charts and recent annual reports often
appended
|
No
|
N/A
|
Imprisonment and/or fine
|
Change in "principal person" or "key
person"3 of business regulated by JFSC, or business
registered with JFSC for antimoney laundering purposes
|
Pre-acquisition approval and notification and post-completion
notification
|
Possibly both (i) new "principal person" or "key
person" and (ii) the relevant business
|
Short form letter from business plus personal questionnaire
completed by principal/ key person
|
No
|
No statutory timetable. "In principle" approval
generally given within 1 to 2 weeks. Final approval of new
individuals can take significantly longer
|
Imprisonment and/or fine
|
Anti-trust
|
If the relevant thresholds are met, pre-acquisition approval of
the JCRA4 will be mandatory
|
Both parties to acquisition/merger
|
Merger approval application must be submitted in the JCRA's
prescribed form.
|
£5,000, increasing by a further £15,000 in complex
cases
|
No statutory timetable but approximately 4 to 6 weeks in a
straightforward case (longer in more complex cases)
|
Title to assets acquired in Jersey may not pass. JCRA may issue
orders and directions and, in some cases, impose fines
|
|
|
This briefing can only provide a general review of this area.
Each regime includes a number of provisions specifying in some
detail what constitutes a reportable change of control and
applicable exemptions. Legal advice should be taken with regard to
individual circumstances.
Footnotes
1 Jersey Financial Services Commission.
2 Deposit taking business, insurance business, investment
business, trust company business, general insurance mediation
business, money service business, fund services business, acting as
a fund functionary.
3 Individual owner, director or controller, compliance
officer, money laundering compliance officer or money laundering
reporting officer.
4 Jersey Competition Regulatory Authority.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.